General Terms of Client Contract
GENERAL TERMS FOR PROVISION OF LEGAL SERVICES
Valid from 16.04.2021
- Law Firm – Advokaadibüroo LINDEBERG OÜ, registry code 14354670.
- Client – a natural or legal person to whom the Law Firm provides legal services.
- Attorney – an attorney-at-law or assistant attorney-at-law of the Law Firm who is a member of the Estonian Bar Association and provides legal services to the Client.
- Party – the Law Firm or the Client.
- Parties – the Law Firm and the Client.
- Assignment – legal service provided by the Law Firm to the Client.
- Letter of Intent – an inquiry sent by the Client to the Law Firm including a description of the Assignment.
- General Terms – this document with the general terms for the provision of legal services.
- Client Contract – a contract signed by the Parties in which the special terms for fulfilling the Assignment and other special agreements compared to the General Terms have been determined.
- Contract – the Contract includes the General Terms, the Client Contract and the Assignment provided by the Client to the Law Firm for fulfilment.
Subject of the Contract
- Unless otherwise provided in the Client Contract, the Assignment includes the following legal services provided by the Law Firm to the Client:
- Daily legal consultation of the Client;
- Consultation and representation of the Client in court proceedings and in relations with other persons;
- Composing documents for the Client based on the Client’s guidelines;
- Upon agreement with the Client, including but not limited to the Letter of Intent by the Client, the Law Firm provides other legal aid services to the Client not previously listed.
- Unless otherwise agreed by the Parties, upon fulfilling the Assignment the Law Firm shall provide only legal aid services to the Client, and the Law Firm shall not provide the Client with accounting and financial services or services related to asset valuation and taxes.
- Any assessments made in the performance of the Assignment in relation to the legal acts and case law of other countries in any case shall not be considered as legal services and the Law Firm shall not be responsible for the accuracy of such assessments related to foreign law.
- The worktime spent on the fulfilment of the Assignment includes all activities factually related to the performance of the Assignment, including but not limited to drafting legal documents, reviewing materials sent by the Client; correspondence with the Client, court and the Client’s counterparty; driving from the workplace of the Attorney to the Client or the Client’s counterparty or court; preparing for the meeting and court hearing, etc.
- The Assignment shall be fulfilled by an Attorney specified in the Client Contract or in the response to the Letter of Intent by the Law Firm.
- The Attorney may, at own discretion, involve other employees of the Law Firm to the fulfilment of the Assignment. Other employees of the Law Firm involved in the Assignment shall have the same rights and obligations as the Parties have agreed with respect to the Attorney who has taken the Assignment, to the extent that they shall not conflict with the provisions of the General Terms.
- In case the Assignment shall be fulfilled by assistant attorney-at-law, the Client acknowledges that the Assignment shall be fulfilled under the supervision of an attorney-at-law.
- Employees of the Law Firm who are not members of the Estonian Bar Association shall not provide legal aid services but only assist the Attorney in fulfilling the Assignment.
- The Law Firm is responsible for other employees of the Law Firm who are involved in fulfilling the Assignment. All rights and obligations as established for the Attorney also apply to the Law Firm and vice versa, to the extent that shall not contradict the essence of these rights and obligations.
Cost and payment for the Assignment
- The Client pays the Law Firm for fulfilling the Assignment according to the hourly rate as agreed in the Client Contract or provided by the Law Firm to the Client in the response to the Letter of Intent.
- The Client shall compensate to the Law Firm all the costs related to the fulfilment of the Assignment (i.e. state fees, copying, registry inquiries, etc.).
- The Client shall compensate the driving time related to the fulfilment of the Assignment to the extent of 50% of the hourly rate. The driving time is calculated based on the location of the Law Firm as a workplace of the Attorney.
- Unless otherwise agreed in the Contract or its annexes, the Law Firm’s initial cost estimation for the Assignment shall not be binding on the Law Office and shall not be considered as a binding price offer. The Client confirms being aware that in most cases it is not possible to make a binding price offer to the Client, as the volume of the Assignment often depends on circumstances beyond the control of the Law Firm (for example, activities of the counterparty to the dispute or to the drafted Contract, or procedures of the court). The price offer of the Law Firm shall be binding only if the Parties have agreed on a fixed cost of the Assignment which is fixed in the Contract or its annex.
- The Law Firm has the right to change the agreed hourly rate unilaterally up to two times in a calendar year by notifying the Client accordingly at least 30 days in advance.
- If the Client has not received legal aid services from the Law Firm for more than 6 months and the hourly rate of the Law Firm has changed after issuing the last invoice, the Law Firm shall notify the Client about the new hourly rate before providing additional legal aid services to the Client without the application of the 30-day advance notice obligation.
- If the Client shall not agree to pay the different hourly rate for the fulfilment of the Assignment, both Parties have the right to cancel the Contract. Cancellation of the Contract shall not release the Client from the obligation to pay the invoice submitted or to be issued for the fulfilment of the Assignment and related costs until the moment of cancellation.
- In case the Client assigns the Law Firm and/or the Attorney to fulfil the Assignment or provides the information needed to complete the Assignment less than three working days before the term of the Assignment, the Law Firm may multiply the hourly rate by 1.5 due to the complexity of the Assignment or the volume of materials. The Client shall be notified of this in advance and in the case that the Client is unwilling to pay the adjusted hourly rate, the Law Firm and the Attorney have the right to decline the fulfilment of the Assignment.
- The Client confirms that upon performance of the Assignment, it is the task of the Attorney to do everything necessary to achieve the objective of the Assignment. The Client confirms being aware that if the Attorney has to follow the budget determined by the Client in performing the Assignment, the Client undertakes to inform the Attorney and the Law Firm by e-mail or the Parties fix the agreed budget in the Contract or its annex.
- The Client shall be obligated to pay the Law Firm for the Assignment and costs related to its fulfilment based on the invoices issued by the Law Firm.
- The Law Firm has the right to demand an advance payment from the Client at any time in the amount as determined by the Law Firm and to refuse from fulfilling the Assignment until the receipt of advance payment to the bank account of the Law Firm.
- The Law Firm shall issue an invoice to the Client for fulfilling the Assignment after the initial consultation with the Client or before sending the draft document prepared within the fulfilment of the Assignment to the Client, or before submitting the document to the court or the Client’s counterparty, or before the court hearing or meeting with the counterparty, or after the end of a specific stage of the Assignment (for example, after submitting a procedural document to the court), or at the beginning of the following calendar month.
- If the Law Firm shall issue an invoice to the Client after the initial consultation with the Client or before sending the draft document prepared within the fulfilment of the Assignment to the Client, or before submitting the document to the court or the Client’s counterparty, or before the court hearing or meeting with the counterparty, the Law Firm has the right to refuse from the following activities upon fulfilling the Assignment (including, but not limited to, preparation of documents within the fulfilment of the Assignment, sending draft documents to the Client, submitting documents to the court or the Client’s counterparty, attending court hearings or negotiations) until the Client has paid the invoice, if the Law Firm has notified the Client accordingly with the invoice.
- The invoice shall be accompanied by an activity report on the work performed with the work time and expenses. If an e-invoice shall be sent to the Client at the Client’s request, it only reflects the total amount of activities of the invoice period, and the activity report on the work performed with the actual time and expenses shall be sent to the Client by a separate e-mail.
- The Client is obligated to pay the invoice to the bank account of the Law Firm or as cash payment at the Tallinn or Tartu office of the Law Firm within 5 working days of receiving the invoice.
- All invoices sent to the Client are considered as accepted by the Client unless the Client has sent a complaint to the Law Firm within 5 working days after receiving the invoice.
Rights and obligations of the Parties
- The Law Firm is obligated to fulfil the Assignment in the Client’s best interest and with due diligence, according to its best knowledge, capacity and experience, while following the obligations enacted in the Bar Association Act and the Code of Conduct established by the Estonian Bar Association.
- Upon fulfilling the Assignment, the Law Firm is obligated to follow the Client’s appropriate instructions.
- Legal aid provided by the Law Firm and documents composed by the Law Firm are based on the Assignment established by the Client and meant to be used only by the Client and only within the Assignment, not in other matters.
- The Law Firm shall not guarantee the achievement of a certain result and the Attorney shall not be obligated to correct or supplement the documents prepared after the fulfilment of the Assignment in connection with the amendment or repeal of legislation, the development of case law or change of other circumstances.
- The Client is obligated to cooperate with the Law Firm in all aspects and provide the Law Firm in due time with necessary information and documents to fulfil the Assignment.
- The Client is obligated to inform the Law Firm immediately of any documents and notices sent to the Client by third parties (including the court) that have any relation to the Assignment fulfilled by the Law Firm.
- The Attorney has the right to represent and defend the Client in court, in pre-litigation proceedings and elsewhere in Estonia and abroad. If necessary, the Client shall provide the Law Firm with a power-of-attorney with the right of sub-authorization to prove the right of representation.
Liability of the Client
- In case of delay in payment of the invoice, the Client is obligated to pay interest for late payment, which is 0.065% per day of the amount of delay in payment until full payment of the invoice.
- In case the Client is late with the payment of an invoice, the Law Firm has the right to unilaterally suspend the provision of any legal services to the Client (including, but not limited to, representation or defence of the Client in court), and if the Client is at least 5 working days late with the payment of an invoice, the Law Firm has the right to cancel the Contract in its entirety without observing the notice period provided in the Contract. The Law Firm also has the right to retain the documents collected and prepared for the Client within the legal aid service (including, but not limited to, the original documents submitted by the Client) until the full payment of the debt by the Client. If the Bureau shall suspend the provision of legal services or shall cancel the Contract, the Law Firm shall send a corresponding notice to the Client at least 24 hours before a court hearing or the expiry of a procedural term in the Client’s case.
- In case the Client is at least 30 working days late with the payment of an invoice, the Law Firm has the right to assign the claims against the Client to a collection company for collection or to apply to a court for collection of the debt. In such a case, the Client shall also bear all costs related to the collection of the debt. The Client is aware and agrees that the Law Firm shall also forward the necessary volume of documents to the collection company certifying the provision of legal services to the Client and the volume of these legal services provided to the Client and this is not considered a breach of confidentiality by the Law Office.
- The Client confirms being aware and agrees that in a situation where the Client is late with the payment of invoices for more than 60 calendar days, the Law Firm has the right to publish the Client’s name and date of birth on Internet as a debtor of the Law Firm (including on the website of debt collection service provider).
Liability of the Law Firm
- The Law Firm has solidary liability with the Attorney for any damage caused with intent or gross negligence to the Client while fulfilling the Assignment.
- The Law Firm shall be liable for any direct material damage caused with intent or gross negligence in the amount that the Client has paid to the Law Firm for fulfilling the Assignment and that does not exceed the maximum amount of insurance benefit for an attorney’s malpractice. The Law Firm shall not in any case be liable for loss of income or non-proprietary damages.
- The Law Firm shall not in any case be liable for the damage caused to the Client in a situation where the Law Firm has suspended the provision of legal services to the Client and the performance of the Assignment in accordance with the Contract.
- The Law Firm is not obligated to check the accuracy of the information and documents provided by the Client and the Law Firm is not responsible for the accuracy of the information and documents submitted by the Client.
- The Law Firm is not liable for any delay in fulfilling obligations when it was not reasonably possible to avoid the violation, including but not limited to a situation where a prior action by the Client was necessary to fulfil the obligation and the Client failed to perform the action, or the period between the action of the Client and the term of performance of the obligation by the Law Firm was unreasonably short. Such actions of the Client include, but are not limited to, the obligation to provide necessary information and documents to fulfil the Assignment, the obligation to pay a state fee, the obligation to pay an advance payment invoice, etc.
- The Law Firm is only liable to the Client and is not liable for possible damage caused to any third party.
Termination of the Contract
- The period of the Contract is indefinite. Both Parties have the right to terminate the Contract at any time by notifying the other Party in a written form at least 5 days in advance. The Parties have no obligation to comply with the notice period in the cases provided for in the Contract.
- The Law Firm has the right to cancel the Contract exceptionally without the term of prior notice if the person participating in the economic or professional transaction or the Client fails to submit documents and relevant information despite an according request or if the submitted documents and data fail to remove the suspicion of the obligated person that the purpose of the transaction or business relation may be money laundering or terrorism financing.
Protection of Personal Data
- The Law Firm collects and processes the Client’s personal data for the purposes and pursuant to the procedure provided for in the Contract. Processing of the Client’s personal data is a prerequisite for fulfilling the Assignment by the Law Firm.
- The controller of the Client’s personal data is Advokaadibüroo LINDEBERG OÜ (registry code 14354670).
- The Law Firm collects and processes the Client’s personal data to fulfil the obligations set forth in the Contract, issue invoices, administrate accountancy and other internal data systems of the Law Firm, for marketing and in order to fulfil the legal obligations of the Law Firm.
- The Law Firm preserves the personal data of the Client in a data centre located in the European Union. The data of the Client shall be preserved until the termination of the Contract or until necessary for the Law Firm in order to fulfil any legal obligations or resolve disputes.
- The personal data of the Client and other information concerning the Client, which the Law Firm has received in connection with the performance of the Assignment is confidential and shall not be disclosed to third parties, except for if there is the Client’s consent or it has been agreed in the Contract or there is a legal basis for disclosing the information.
- The confidentiality obligation shall not extend to information which has been previously disclosed or in a situation where disclosure is necessary to fulfil the Assignment (for example, submitting documents and information to the court, notary, translator, state authority, etc.) or in order to claim any debt of the Client.
- The Client has the right to request at any time the Law Firm to change the personal data of the Client, correct any inaccurate personal data and delete the inaccurate personal data.
- The Client has the right to request at any time from the Law Firm to transfer the Client’s personal data to the Client or to any third party by notifying the Law Firm in a format which can be reproduced in writing.
- By signing the Contract, the Client gives their consent to receive newsletters, legal overviews and other e-mails of the Law Firm. The Client has the right to withdraw this consent at any time by notifying the Law Firm in writing to the e-mail address: firstname.lastname@example.org.
- The Parties agree that the Law Firm is allowed to send documents and other confidential information to the Client by e-mail and such information shall not necessarily be encrypted.
- The Law Firm shall not be liable for any loss or damage of equipment, software, documents and information that may occur during the transmission to the Client, receipt or use of information and documents by the Law Firm.
- All complaints concerning the activities or inactivity of a Party shall be submitted to the other Party in a form that can be reproduced in writing.
- All notifications sent by a Party to the other Party by email to the email address indicated in the Contract shall be considered as received within two working days after sending the email.
- A Party shall immediately notify the other Party of any changes in the contact information specified in the Contract.
Applicable law and dispute resolution
- Estonian law applies to the Contract, i.e. the final applicable law is Estonian law.
- In addition to the provisions agreed in the Contract, the Parties shall proceed from the applicable legislation, legal acts regulating the activities of the Law Firm and the professional activities of attorneys, including the Code of Conduct of the Estonian Bar Association.
- All disputes arising from the Contract shall be resolved between the Parties by negotiations. If disputes arising from the Contract cannot be resolved through negotiations, the disputes shall be resolved in Harju County Court or, in case of an urgent payment order procedure, in Pärnu County Court.
- Changes in the Contract or its annexes can only be made in a form that can be reproduced in writing.
- The Contract and its annexes are confidential and disclosure of the Contract and its annexes to third parties is allowed only with the prior consent of the other Party, unless such obligation is required by law.
- The invalidity or nullity of a single provision of the Contract shall not result in the invalidity of the entire Contract or other provisions of the Contract.
Changes to General Terms
- The Law Firm has the right to unilaterally change the General Terms at any time.
- The Law Firm shall notify the Client of changes to the General Terms at least 30 calendar days in advance and shall publish the changes to the General Terms also on the website of the Law Firm at lindeberg.legal.
- In case the Client shall not agree with the changes to the General Terms, the Client may cancel the Contract without observing the notice period.